Tax

83(b) Election

Definition

An 83(b) election lets a founder or employee pay ordinary income tax on restricted stock at its value on the day it's granted, rather than as it vests, locking in a usually much lower tax basis while the stock is still worth close to nothing.

Without the election, tax is owed on the value of each tranche as it vests, which can mean a large, unplanned tax bill years later if the company's value has grown significantly by then. Filing early, while the stock's fair market value is at its lowest, trades that risk for a small, known cost paid upfront.

The catch is the deadline. The IRC §83(b) filing deadline is a hard 30-day cutoff from the grant date, no extensions, no exceptions for missing it by even a day. It's one of the few tax elections where being a week late doesn't mean a penalty; it means the election simply doesn't exist anymore for that grant.

Who needs to think about it

An 83(b) election is for stock you own now that can still be taken back if you leave, usually founder stock on a vesting schedule, or options you exercise early, before they vest. It doesn't apply to stock options you haven't exercised or to RSUs.

Normally, tax on restricted stock is owed as it vests, on whatever the shares are worth at that point. The election tells the IRS to tax it all now, at today's value, instead.

Why founders almost always file

At formation, founder stock is usually bought for its fair market value, often a fraction of a cent a share. If you paid full value, the taxable amount under an 83(b) is zero: you owe nothing, and you've locked in the low value.

Skip it, and each vesting date is a taxable event at the new value. If the company has raised and the shares are worth real money by then, that's ordinary income you owe tax on, in cash, for stock you can't sell yet.

Filing also starts two clocks at the grant date instead of each vesting date: the one-year clock for long-term capital gains, and the holding period for QSBS.

How to file

  • File within 30 days of the grant. The deadline is 30 days from the date the stock was transferred to you. There are no extensions, and the IRS can't accept a late election.
  • Use Form 15620 or a written statement. Since July 2025, you can file Form 15620 online through your IRS account (sign-in with ID.me) and get a confirmation right away. You can still mail it to the IRS office where you file your return, by certified mail with a return receipt.
  • Give your company a copy. Your employer needs it for its records.
  • Keep the proof. Save the online confirmation or the certified-mail receipt. You no longer need to attach a copy to your tax return.

The risks

  • If you leave before vesting and the company buys back the unvested shares, you don't get back any tax you paid on them.
  • If the stock loses value, you may have paid tax on value that never materialized.
  • Both risks are small when the stock is worth almost nothing and you paid full value for it, which is why the decision is usually easy at formation and harder later.

Worked example: founder stock that vests over four years

Setup
4,000,000 shares bought at $0.0001 each ($400, their full value), vesting 1,000,000 a year
With an 83(b)
$400 paid, $400 of value: $0 taxable income now, and nothing due as the shares vest
Without it, year 4
If shares are worth $1.00 when the last 1,000,000 vest, that's $1,000,000 of ordinary income, about $320,000 of tax at an illustrative 32% rate, for stock you can't sell yet

Illustrative: uses the same 32% blended rate as our 83(b) calculator and ignores state tax. Your rate and the stock's value at each vesting date change the result.

30 days
From the grant date to file, with no extensions. See what missing it would cost on your own shares.
Calculate the cost of not filing →

Questions founders ask

What is the deadline for an 83(b) election?

30 days from the date the stock is transferred to you, usually the grant or purchase date. There are no extensions, and a late election isn't valid.

Can I file an 83(b) election online?

Yes. Since July 2025, the IRS lets you file Form 15620 online through your IRS account, signing in with ID.me. You can still mail a paper election instead.

What happens if I miss the 83(b) deadline?

The election can't be made for that grant. Tax is owed at each vesting date on the stock's value then, and your capital gains and QSBS holding periods start at each vesting date instead of the grant. Talk to a CPA about any options that remain.

Do I need an 83(b) for stock options or RSUs?

Not for options you haven't exercised or for RSUs; the election doesn't apply to them. It does apply if you exercise options early, before they vest, which some startup plans allow.

Do I owe tax when I file an 83(b)?

Only on the difference between what the stock is worth and what you paid. Founders who buy their shares at full value at formation usually owe nothing.

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